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Filing Details

Accession Number:: 0001616000-21-000040
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-03 17:45:13
Reporting Period:: 2021-03-01

Accepted Time:: 2021-03-03 17:45:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1616000	Xenia Hotels & Resorts Inc.	XHR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1390792	T Joseph Johnson	C/O Xenia Hotels &Amp; Resorts, Inc. 200 S. Orange Avenue, Suite 2700 Orlando FL 32801	See Remarks	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares	Disposition	2021-03-03	37,020	$19.09	6,713	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	LTIP Units	Acquisiton	2021-03-01	6,383	$0.00	6,383	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
98,505			No	4	A	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.52 to $19.54, inclusive. The reporting person undertakes to provide Xenia Hotels & Resorts, Inc., any security holder of Xenia Hotels & Resorts, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
LTIP Units are a class of limited partnership units in XHR LP (the "Operating Partnership"), of which the Issuer's wholly-owned subsidiary is the general partner. Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the Common Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
(continued from Footnote 2) Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
The LTIP Units were issued pursuant to the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan and vest 33% on March 2, 2022, 33% on March 2, 2023 and 34% on March 2, 2024, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement.